Revenio has signed an agreement to acquire Italian company CenterVue, strengthening its position as a leading global provider of ophthalmic devices for diagnostics of the eye

In accordance with its growth strategy, Revenio Group Corporation ("Revenio", "the Company") has today signed an agreement to purchase the entire share capital of CenterVue SpA (“CenterVue”) at an enterprise value of EUR 59 million. The purchase price is paid in cash for which Revenio has secured debt financing, subject to customary conditions. In addition, the parties have agreed on an arrangement whereby Revenio will pay an additional purchase price of EUR 1 million upon completion of the terms of the additional purchase price agreed by the parties by the end of 2020. To carry out the transaction, Revenio has established an Italian subsidiary, Revenio Italy S.R.L., which will purchase the acquired company’s shares. In the purchase agreement, Revenio will guarantee the subsidiary’s payment obligations relating to the purchase price.

Italian CenterVue is a leading global supplier of ophthalmic devices. Its products are an excellent complement to Revenio’s product portfolio which is focused on tonometry. The illustrative*)combined net sales of Revenio and CenterVue for 2018 were EUR 49.3 million. The transaction is estimated to accelerate Revenio’s growth and have an immediate positive impact on operating margin.

The transaction is estimated to be concluded during the first half of 2019, subject to the satisfaction of certain typical closing conditions. The closing of the transaction does not require approval from the competition authorities.

The acquisition will support Revenio’s goal of strengthening its position as the global market leader in devices for the diagnostics and monitoring of the eye and glaucoma in particular. The well-known brands of both companies, the strong installed device base, and patent-protected technology are an important aspect of the high-quality, more extensive product offering that will be available for the companies’ customers. With this transaction, the companies will provide their customers with all the modern products needed to diagnose glaucoma. CenterVue’s imaging products will also allow Revenio’s product portfolio to be expanded beyond glaucoma into diabetic retinopathy and other macular diseases, such as age-related macular degeneration. CenterVue’s center of excellence for the development of optical devices and software will continue to be located in Italy. Revenio’s center of excellence for the development of tonometry-related products and software will correspondingly remain in Finland.

*) The combined financial information is presented for illustrative purposes only. The combined financial information gives an indication of the combined company's net sales assuming the activities were included in the same company from the beginning of the last financial year. The combined financial information is based on a hypothetical situation and should not be viewed as pro forma financial information, as differences in accounting principles have not been taken into account.

Key benefits of the acquisition:

Revenio will strengthen its position as a leading global provider of ophthalmic devices for diagnostics of the eye

The acquisition will accelerate Revenio’s growth. The annual growth rate of CenterVue’s net sales in 2014–2018 was 26% on average (CAGR) and the company is net debt free

The acquisition will allow Revenio to expand its product portfolio from diagnostics of glaucoma and its monitoring during treatment to the detection of diabetic and other eye diseases and their monitoring during treatment

Synergies in sales and marketing, product development, procurement, and manufacturing are expected to support the combined companies’ growth and profitability trend. Synergy benefits are estimated to amount to 5% of the combined companies’ net sales over the next one to three years

In 2018, over 40% of the net sales of both companies were generated in the United States, which is the world's largest single market area for health technology and, hence, for ophthalmic products. The companies have mutually complementary sales companies in the U.S.; one on the East Coast and the other on the West Coast

Revenio is strong in many markets where CenterVue is not yet actively present, such as the Far East, Russia, and Eastern Europe. CenterVue, in turn, will open new opportunities for Revenio particularly in southern Europe

The extensive installed device base of both companies (CenterVue’s over 7,000 devices and Revenio’s over 80,000 devices) will create an interesting maintenance and replacement device market

Both companies have clear and strong future product development programs, in which the companies’ areas of expertise are mutually highly supportive

The transaction is estimated to accelerate Revenio’s sales growth and have an immediate positive impact on EBITDA

Background and rationale

As the global population ages, the occurrence of eye diseases is expected to grow significantly. The UN projects that the number of people aged over 65 globally will double to 2.1 billion by 2050. Glaucoma, diabetic retinopathy, and macular degeneration are all age-related eye diseases, which increase significantly with aging. Eye health-related technology improves the diagnostics of diseases and their monitoring during treatment.

Timo Hildén, CEO of Revenio:

"Well-managed and profitably growing companies like CenterVue are few and far between, and I am extremely pleased that, as a result of our active investigation, we are taking ownership of this excellent company. In accordance with Revenio’s growth strategy, we are implementing an acquisition that will significantly expand our product portfolio and position in our core area, the diagnostics of glaucoma. CenterVue’s product portfolio represents the latest patented technology and will provide us with an excellent foundation for future growth. In addition to the current products, we are acquiring CenterVue’s strong product development program with its new and competitive products. CenterVue’s strong, faster-than-market and profitable growth demonstrates the competitiveness of the company and its products. The personnel of both companies is extremely motivated and forward-looking. I am convinced that we will continue to succeed extremely well as a team in the future. We can confidently move forward from what we have both achieved so far.“

Stefano Gallucci, CEO of CenterVue:

“We are very pleased that it was Revenio that contacted us. CenterVue and Revenio are very similar companies in terms of their operation and nature; both are global players focused on product development and deploying the latest technology. We see significant synergies and growth opportunities for both our companies and products. We can now focus on business development and move forward with new product innovations together, as an even stronger entity.”

Shareholder value and the financial impact of the transaction

With the acquisition of CenterVue, Revenio will attain a profitable growth company and its strong product portfolio for diagnostics of the eye. Upon closing of the transaction, Revenio will have the capacity to offer its customers ophthalmic products on a one-stop-shop basis, which provides an excellent foundation for future growth. The acquisition will also provide Revenio with a significant amount of non-glaucoma-related optical expertise, which it did not previously have.

The transaction is estimated to accelerate Revenio’s sales growth and have an immediate positive impact on EBITDA.

Synergies in sales and marketing, product development, procurement, and manufacturing are expected to support the combined companies’ growth and profitability trend. Based on preliminary estimates, the combined company is expected to achieve a total of 5% in annual sales and cost synergies, calculated from the combined companies’ net sales.

The transaction is not expected to cause significant one-time integration costs or investments.

Due to the acquisition, Revenio will refine its financial guidance published on February 14, 2019 after the transaction is confirmed.

Financing of the acquisition

The acquisition will initially be financed through debt, and Revenio Group has secured debt financing for the entire purchase price, subject to customary conditions, from Danske Bank A/S, Finland Branch (“Danske Bank”). In addition, Revenio may at a later stage, subject to market conditions, explore the option of equity financing to optimize its capital structure.

The negotiated debt financing package will consist at maximum of (i) a 3-year term loan in an aggregate amount of EUR 30 million, which is amortized by EUR 1.05 million repayments per quarter with the outstanding amount payable at termination, (ii) a 6-month term loan in an aggregate amount of EUR 10 million, which is amortized by EUR 6.0 million repayment within 1 month from the closing of the acquisition while the outstanding amount is payable at termination, and (iii) a non-amortizing bridge term loan in an aggregate amount of EUR 30 million, with a maximum maturity of 12 months from the closing of the acquisition.

Key figures

CenterVue

The financials presented are based on unaudited CenterVue financials. The numbers are prepared under the Italian accounting standards and are not IFRS adjusted.

2018 2017

Net sales (MEUR) 18.6 15.0

Operating profit (MEUR) 3.9 2.0

Operating profit, % 21.2% 13.5%

Fixed assets (MEUR) 0.5 0.5

Current assets (MEUR) 12.5 8.1

Total assets 13.0 8.6

Equity (MEUR) 7.2 4.1

Liabilities (MEUR) 5.9 4.5

Total equity and liabilities 13.0 8.6

Advisers

Carnegie Investment Bank AB, Finland Branch, and Danske Bank A/S, Finland Branch have been mandated to assist the company in evaluating the equity financing alternatives. In addition, EY has acted as the M&A advisor and Eversheds Sutherland acts as the legal advisor on the transaction.

Revenio will present the CenterVue acquisition in Finnish to the media, investors, and analysts at a news conference on Monday, April 15, 2019 from 11.00 am. The combined news conference and webcast will be arranged in the premises of Nasdaq Helsinki at Fabianinkatu 14, 00100 Helsinki, Finland. The acquisition will be presented by CEO Timo Hildén and CFO Robin Pulkkinen.

The news conference can also be followed live in Finnish at: https://revenio.fi/sijoittajille/CenterVue

The Revenio Group consists of Icare Finland Oy, Revenio Research Oy and Oscare Medical Oy. Revenio’s core business is to develop and commercialize effective and easily adopted devices to assist in the diagnostics of glaucoma and its monitoring during treatment.

Revenio seeks vigorous growth in health technology. Revenio aims to develop even more efficient and easily adopted methods for the early-stage detection of diseases with significance for public health. The focus of Revenio’s technology is on the early detection of glaucoma, skin cancer and asthma, and the monitoring of these during the treatment process.

In 2018, the Revenio Group's net sales totaled EUR 30.7 million, with its operating margin standing at 33.3%. Revenio Group Corporation is listed on Nasdaq Helsinki.